Maka and the Spider
by southparkdudez
Summary: Maka is sent to the Ukraine on a mission from Medusa. She must find a golem but is stopped by Soul. Will her old feelings come back or will she stay by Medusa. And what happens When Arachne shows up and promises Maka more abilities.
1. Friends, Enemies, and a Golem

**A Month Later**

Maka rose up in the morning and stretched her arms out to the sky. She rubbed the sleep from her eyes and turned to her left. She smiled and hugged the body next to her, the person let out a soft sigh. Medusa slept soundly, still dreaming of the girl she loves.

"Maka~3." She moaned and snuggled up with her pillow. Maka giggled and got up from the bed. The candles flickered around the room and casted tiny shadows all around. She walked towards the drawer and pull out her witch's outfit. Her outfit looked liked Medusa's, a black hoodie with snake eyes on it, and formed into a skirt below her waist. Medusa yawned and scratched her head.

"Mmmmm morning Maka." She smiled at the honey-blonde girl. Maka turned and smile back.

"Morning Medusa, how was your sleep?" The young girl asked her master as she got ready for her mission.

"MMM it was good, I had a nice cuddle buddy to sleep next to." The witch said, this made Maka blush. "Soo where you going today?" She asked?

Maka turned and pulled out the a map and pointed to Europe.

"The Ukraine remember? You wanted me to see how the madness was effecting people." Maka giggled at the fact that her master forgot the mission. Medusa smacked herself as she realized her mistake. Maka just giggled harder and walked over to her master and kissed her goodbye.

"Bye Medusa I'll be back in a few, Love you." Medusa went to say something but was cut off by the door shutting. She sighed and got up to get dressed. After doing her morning routine she decided it would be a good time to catch up on her reading. She grabbed her manga entitled _Yuru Yuri. _

**The Ukraine 12:00 P.M.**

Maka walked through the village and look around at the golem makers. They eyed her as she walked by in her black getup. Her shoes cloped against the brick road.

"Sigh such a boring mission." the meister said to herself. She walked passed the village and headed to the outskirts. "Medusa said it would be somewhere he-" She was stopped and knocked to the ground.

"Hey watch where- MAKA!" The boy's voiced shouted. His crimson eyes stared angrily at the young girl. His arm changed into a scythe blade and he pointed it at her face.

"WHY ARE YOU HERE YOU TRAITOR!" he screamed at her. She began to chuckle.

"Oh please put your arm down boy.!" A smile crept on her face. "VECTOR ARROWS!" With that purple-black arrows shot at the white hair buy and struck him in the face. He cheeks started to bleed heavily and he gritted his sharp teeth.

"Damnit Maka, I'll eat your goddamn soul if its the last fucking thing I do!" he charged at the meister with all his strength.

"Soul you shouldn't push yourself." A soft voice broke the fight as both ex-partners turned and looked at the pink haired boy/girl demon meister.

"Crona stay out of this, it has nothing to do with you.!" The razored tooth boy said. The Demon sword meister eyed Soul and took a fighting stance.

"DIDN'T YOU HEAR ME CRONA!" Soul shouted with all his anger, his teeth gritting against each other. The pink hair swordsman ignored him dashed forward and went to strike at Maka.

With a loud clash, Crona saw that her/his attack was blocked by a large dark purple arrow.

"You dumb little child." She said laughing to herself. She punched the demon meister and punctured her/his stomach. She released the spell and kicked Crona away.

"I don't have time for this I have to get to the golem befo-" She was cut off by a giant rumbling coming from behind her.

"What the hell is that noise?!" The scythe boy shouts.

"The thing I came here for dipsit!" Maka shouted, letting her anger get to her.

Both turn and see a giant golem standing with a woman on it shoulder.

"Maka Albarn." The raven haired woman says, her giants breasts jiggle as she chuckles.

"So how is the lover of my sister?" She says, gazing at Maka with her spider web patterned eyes.

The young witch blushes deep red and quickly turns to Soul. Soul is the same shade of red like his eyes and gives a shock look back to her.

"LOVER?!" He shouts.

"OH PLEASE ITS PERFECTLY NORMAL!" She spits back.

The pass each other back venom induced words as the older witch watches and chuckles.

"Still just children. Now lets solve this problem." She extends her hands and shoots out a web and enwraps Soul with it, causing him to fall on the ground and lay still.

"What the hell why can't I move?" He yelled.

"Cause of my webs, they always keep my victims immobile. It's the benefits of being the witch of spiders."

Both of Maka's and Soul's eyes widened. Both knew who she was, a dangerous women Lord Death told them back the academy.

"ARACHNE!" Maka shouted. "So this is what you look like." She looked up and down the older woman's body, and felt herself blush a little. Arachne turned and chuckled at the ex-meister's face.

"Whats so funny?" The scythe boy said, he turned and saw what the witch saw. "OH COME ONE MAKA REALLY!?" The moment the words left his mouth an arrow came up and knocked him unconscious.

"He was getting annoying, so why are you now just returning to the world?" Maka asked Arachne.

"Well I thought since my sister sent you to find me it would be great timing, also the reaper is getting ready for a war." The woman said coldly. "But now what are you going to do? Return to Medusa? No I can't let you do that, not now. Hmm how about you stay with me? I'll teach you better magic abilities and I promise no harm will come to you."

"And if I refuse?" Maka rebutted.

"I could have this nice golem crush you." The older witch stated without hesitation.

Maka stared into space. She looked up at Arachne and shook her head.

"Alright Arachne you got a deal." With that said and done the older woman leapt down and stood beside Maka. Wrapping her left arm around Maka's shoulder she walks her to a limo.

"Hope you enjoy your stay Maka." Smiling at Maka in a nice way.

_OH god this is how it started with Medusa. _Maka says to herself.

"Mosquito drive." Arachne says to a short man with a top hat.

"Yes ma'am.


	2. Caught in a Web

**At Arachne's Headquarters.**

The limo pulled up to a giant spider-like castle. Maka opened the door and looked up in amazement.

"WOW! So this is where you live?" Turning to the older woman. Arachne just chuckled at her, for some unknown reason she felt like Maka would make a good asset, among "other" things.

"Yes Maka, for over eight-hundred years Arachnophobia has been running along since my absence." she bursted proudly about her followers. The older witch turned to Mosquito and had him leave them alone. He nodded and went on with business, preparing the compound for future battles. Maka walked around looking at everything she could see. _Maybe Medusa and Lord Death were right. Probably not a good idea to be on Arachne's bad side. _With that thought she made sure she did nothing to piss off her host.

"So Arachne while I'm here.." The older woman's eyebrow raised. "Where will I be staying?" Maka completed her sentence. Arachne pondered the question herself.

"Hmmm well I don't think we have any spare rooms. And I don't think you want to use a room in the bunkers. Hmmm." She stood there drowned by her thoughts. After a few moments a light bulb went off in her head. "You could share my room with me." A slight blush appeared on her face as she told Maka her idea. Maka yelp and turned around fidgeting a little, her face turning red as well. She turned around and took a deep breath.

"I guess thats ok then." She noticed Arachne's face. "Ummm are you ok? You're turning red."

Arachne's eyes grew wider and her face blended into a deeper red.

"Oh umm yes I am fine its just the champagne I had during our ride." Her heart slightly fluttered, what was happening to her? She couldn't be falling for her sister's lover.. could she? Maka just shrugged the answer away and continued to explore the castle.

Both women walked around as the younger looked at all the decorations. After moments of sight seeing, Arachne and Maka went to go eat dinner. Two guards opened huge wooden doors for both witches and a table was topped full of food and drinks from all corners of the Earth.

"WOW so much…. FOOD!" Maka exclaimed and slightly drooling. Arachne agreed with the younger girl as both of them sat down. Plates full of smoked pork, steamed pastas, grilled meats, salads, fruits, and many many desserts. Maka ate like she was starving for 800 years, while Arachne ate slowly and delicately. After dinner, Arachne and her guest went into her room for the night. Opening the door Maka saw a huge bed in the middle of a dark room with purple sheets and many pillows.

_Well her and her sister have the same taste of colors. _She thought to herself.

Maka walked towards the bed and laid her hand on the sheets. They were a soft silky texture, cool and smooth to the touch. A smile carved on her face as she let the cold touch drift her away. Arachne stepped next to the bed and started fluffy her pillows for the night. Before getting on the huge furniture she got undress, removing her long black dress, and then her undergarments.

Maka looked at the older woman in complete shock and awe. Heat rising in her cheeks she couldn't help but think Arachne was hot, if not, hotter than Medusa.

"Umm do.. do you a-always sleep naked?" The young girl asked shyly. Arachne giggled before she gave her answer.

"Well yes, it helps keep me cool at night. I hope you're not bothered by it." A slight smile came upon her face. _Medusa is gonna be pissed but its so worth it. _The spider witch thought to herself.

Maka shook her head from left to right and took off her outfit, but kept her bra and panties on. Arachne gazed long at Maka's petite body. Her inner primal hunter wanting her to strike on the ex-weapon meister like a… well a spider from its web. Her eyes looked at Maka's bra and panties. They were white and had snakes all over them.

"Did my sister buy those for you?" she asked a bit jealous.

It took a while for Maka to register what the older witch said.

"Maka?"

"Huh, what did you say?" The girl replied back, redder than before.

"Did Medusa give you those?"

The young girl looked down at her small breasts and what lay upon them.

"O-oh yeah, always wear them when I'm away. It's like…" She stalled placing her hand over her heart. Arachne saw Maka really was in love.

"It's like shes with me, no matter what." Maka finished.

The older witch nodded and got in bed, pulling the covers over her naked body. She then patted the part of the bed beside her and smiled at her guest.

"Don't worry I won't bite." the whisper hit Maka's ear.

The young girl got in and covered herself with the blanket. Arachne wrapped her right arm around her "plaything". Making Maka jump out of her skin a little. Maka soon let her tension go and snuggled up to Arachne. She laid her head on the spider-witch's breasts. _WOW they must be at least double F or Gs. _Her dirty thoughts clouded her mind.

Arachne was enjoying the cuddling and gave Maka a kiss on the cheek. Maka returned the favor, she then kissed Arachne closer to her lips. Arachne made the final strike and planted her lips onto Maka's. Both women let out a moan; Maka's heartbeat raced and her breath got short. The older woman cupped the blonde girl's cheeks as she stole the air from her victim's lungs.

Maka gazed into the raven haired woman's webbed eyes. Both witches broke the kiss and looked at each other long and hard. The ex-meister smiled a little and snuggled up to her partner.

"I Bet Medusa can't do that." Arachne stated looking at her new pet.

"W-wha… OH SHIT MEDUSA!" Maka got out of the bed and put her outfit on. Her heart raced and she fidgeted around. "I-I can't believe I did that. Oh fuck I'm screwed." She ran towards the door of the room. She was stopped by Arachne's voice.

"Maka wait. It's ok we can work this out." Her voice was seductive and her silver tongue flapped between her fangs. Maka turned around in disgust.

"No we won't. I'm sleeping in a different rom, then leaving first thing in the morning." She then slammed the door and left the spider alone in her web.


	3. The Spider Strikes

**The next day**

Maka got out of her new bed. Her lips and mouth were dry, and she longed for the kiss of her lover. After getting a drink of water she decided to lie back down. Her heart ache and so did her area, she needed to be touched. Sighing she lifted her skirt with her hands and looked down at her panites. Moving her fingers between her flesh and fabric she rubbed herself. Slight moans came out of her mouth as she sped up her pace. Her fingertips enter between her vaginal lips and her other hand rubbed her clit.

"Medusa ~3." Her cheeks redden and her breath was short. She could feel herself getting closer to climax and sweat poured from her head. Her moans got louder, she didn't care if she was caught, she needed release.

"Ahhh Medusa!" she shouted.

"Medusa? I'd thought you would've been thinking about me cutie." Arachne's voice interrupted Maka's thoughts. Maka looked over and froze in her position; She wanted to go away and hide, but yet also wanted to continue with Arachne watching.

_What the hell is wrong with me? I'm with Medusa and I should respect that. _Maka thought to herself.

Arachne walked closer and knelt before the younger girl, bent down, and kissed her on the lips. Instead of being mad Maka accepted the kiss. She melted into Arachne's body and continued to move her hands. The ex scythe-meister moan into the older witch's mouth, her hand movements jiggle their bodies together. Arachne's breast swallowed Maka's tiny ones, both womens nipples were erect with pleasure.

Arachne removed her lips and let the other girl breath.

"Maka remove your hand." her voice was commanding and assertive. Maka did as she was told.

_No need to piss her off when she's just trying to please me. _

Maka's pussy was wet and aroused, Arachne gazed at it like a predator. She moved closer, heat hitting her face from Maka's core. She stuck her tongue out and lightly licked the girl's lips; Forcing Maka to let out moans and squeals as she was ate out.

"Ahhh Fuck Medusa…. yo-you like it don't you." Maka said as she placed her hands on Arachne's head; gripping her hair.

Arachne chuckled and continued to tongue fuck Maka. She then started to run the girl's clitoris, making Maka squirm around, levels of pleasure washed over her.

"F-f-fuck I'm gonna cum Arachne.. I'M GONNA CUM!" Maka shouted as her orgasim hit her, her juices pouring over the spider-witch's face.

Arachne cleaned Maka out and licked her face off. She walked over and kissed the younger witch, letting the girl taste herself. She got up and walked towards the door, leaving Maka in a stunned state.

She turned around, watching the girl breath hard on the bed, her legs spread out and a wet spot on the bed.

"Remember you may love Medusa…." She started walking away. "But you'll always be **mine**."

Maka sat in a pool of her own juices, in a clear state of mind. Tears formed around her eyes for what she enjoyed so much made her so sick. Tears falling from her face she curled up in the bed, not wanting to face the day.

_I'm sorry Medusa._


End file.
